Star Wars: The Last Battle

Opening May 19, Star Wars: Episode III—Revenge of the Sith is set on eight different planets, with an entire army of Wookiees, more than 2,300 special effects, and what promises to be the ultimate lightsaber duel. As the final chapter in this six-movie epic heads to theaters, Annie Leibovitz shoots the movie’s behind-the-scenes heroes while Jim Windolf gets the inside scoop from director George Lucas—including why a PG-13 rating may be necessary, and what Lucas will do next with the multi-billion-dollar empire Star Wars has made him.

In February 1972, a skinny, little-known, 27-year-old filmmaker named George Lucas took a No. 2 pencil and some blue- and green-lined loose-leaf notebook paper and started writing a story treatment for a science-fiction movie that had been taking shape in his mind as “a fantasy in the Buck Rogers, Flash Gordon tradition, a combination of 2001 and James Bond.” At the time, he was a director of uncertain commercial prospects. He had just put the finishing touches on his coming-of-age comedy, American Graffiti, but the studio executives at Universal hated the picture and had yet to set a release date for it. So Lucas had no way of knowing that the idea he was beginning to scratch out in his cramped handwriting would eventually make him the multi-billionaire head of his own little empire, or that it would occupy him, on and off, for the next 33 years.

With the May 19 release of Star Wars: Episode III—Revenge of the Sith, he will finally be free of his grand task. This is the sixth—and, he says, final—Star Wars film, the one in which Anakin Skywalker, played by Hayden Christensen, completes his transformation from a wayward Jedi knight to an evil Sith named Darth Vader. As such, he suits up in the famous black armor and helmet, a revised version of which was made for Christensen out of leather and fiberglass. Revenge of the Sith is the movie that will connect the effervescent original Star Wars trilogy of the late 1970s and early 80s to the latter, denser installments that began six years ago with Star Wars: Episode I—The Phantom Menace.

“It’s the missing link,” Lucas says. “Once it’s there, it’s a complete work, and I’m proud of that. I do see it, tonality-wise, as two trilogies. But they do, together, form one epic of fathers and sons.”

Pre-production work began just a few days after the May 16, 2002, release of the last installment, the melancholy and ambitious Star Wars: Episode II—Attack of the Clones. The new movie will have scenes set on eight different planets—including the Skywalker home of Tatooine; the urban, Blade Runner—esque Coruscant, seat of the Jedi; and the lush Naboo, native world of the lovely princess turned senator Padmé Amidala (played by Natalie Portman) as well as the senator turned evil emperor Palpatine (played, with perfectly elocuted gusto, by Ian McDiarmid). There will also be never-before-seen worlds, including grassy Alderaan, the peaceful home of Princess Leia, a planet blasted to dust by the Death Star in the original Star Wars (1977), which has gone under the title Star Wars: Episode IV—A New Hope since its 1981 theatrical re-release. And for the first time in 22 years, we’ll also have a new movie with a Wookiee on-screen—a whole Wookiee army, in fact. But best of all, perhaps, amid the fiery battles and lopped-off limbs, Revenge of the Sith will treat fans to the sight of giant cinnamon buns plastered to the sides of Padmé’s head in a hairdo prefiguring the one to be favored by her daughter, Leia, 20 years hence, according to the films’ chronology.

All told, 1,650 people worked on Revenge of the Sith. There are 65 real live human actors and 42 characters generated by computer, as were Yoda and Jar Jar Binks in the two most recent installments; both play a part here as well. Digital cameras started rolling, in blue-screen-lined studios in Australia, on June 30, 2003. Rick McCallum, the film’s producer, took a second unit around the world—China, Thailand, Switzerland, England, Tunisia—to shoot backgrounds that have been digitally tweaked by Lucas’s special-effects craftsmen at Industrial Light & Magic. As early as 2001, when Sicily’s Mount Etna erupted, McCallum and his crew made a special trip to capture the lava-drenched environment necessary for key scenes having to do with Anakin’s fall. When completed, the new film will comprise some 2,300 separate shots, each of which has at least one special effect—a record number that surpassed the 2,000 effects shots in The Phantom Menace and dwarfs the 1,400 in The Lord of the Rings: The Return of the King. McCallum insists he will bring it all home for Lucas at $115 million. “We’re trying to be as fiscally conservative as possible, because it’s his own money,” the producer says. Work on the movie will continue until April 15, with even more fiddling likely to go on into May for a special cut that will play only in digitally equipped theaters this summer.

Unlike other writer-directors, Lucas begins shooting with what McCallum calls “a detailed outline” and continues to work on the script well into the post-production phase. “I’m not a great writer,” says Lucas, whose strength lies in concocting huge scenarios, not in coming up with snappy dialogue or in constructing small domestic scenes. “I’m trying to tell a story using cinema, not trying to write a great script. I use the script as a blueprint.” (For past films Lucas has brought aboard screenwriter-director Lawrence Kasdan and the writing team of Gloria Katz and Willard Huyck to brighten up the actors’ lines, but McCallum denies Internet talk that Tom Stoppard was called in to polish the Revenge of the Sith script.) In keeping with their contracts, the actors set aside dates for additional shoots that can take place more than a year after principal photography. For Revenge of the Sith, the final pickup shots involving the actors were scheduled for early 2005 at Elstree Studios, in England, bringing Lucas full circle: Elstree is where he shot much of the original Star Wars, back when he was an introverted young director trying to get his way with a snooty British crew and a cast of skeptical players. One of them, Harrison Ford, anticipated the complaints of critics when he famously said of the film’s dialogue, “You can type this shit, George, but you sure can’t say it.”

All the Star Wars movies, originally conceived for kids between the ages of 8 and 12, have been rated PG. This one, Lucas hints, may take audiences to hell and back—literally—and so the director is reconciling himself to the strong possibility that Revenge of the Sith will go out as PG-13.

“I don’t really mind a PG-13,” he says. “This one is a little tougher, and I think children, young children especially, should be warned that this is not your average Star Wars. It’s a lot darker. There’s a lot more scary stuff in it. It’s brutal in places, and they should be aware of that. And at least if it does come out to be a PG-13, the parents are warned to be careful of bringing tiny little kids, like five and six years old, because it might be too much. Know your kids. I have three kids—they’re all grown up now—but when they were six, I knew what I could take them to and couldn’t. People think Star Wars is extremely innocent, although we do cut a lot of people in half and cut off a lot of arms.”

Lucas has long claimed that he ended up a mogul only by accident. His first feature, THX 1138 (1971), a dark science-fiction fantasy set in a future dystopia that played in art houses as a midnight movie, was similar in tone and style to the experimental film shorts he had made as a star student at the University of Southern California’s film program in the late 60s. He came up with his first hit, American Graffiti (1973), on a dare from his mentor Francis Ford Coppola to do something funny and conventional. That movie grew out of Lucas’s teenage years spent as a drag-racing misfit slacker in the small Northern California town of Modesto and ended up grossing $117 million.

“It led me on a path 180 degrees from where I was going,” Lucas says. “Somehow, I became really successful at it. But I’m destined to go back the other way.” He laughs. “I’ve earned the right to fail. That’s basically what I’m going to do. I’ve got enough of a fund set aside for my old age. From now on, I’m going to make movies like THX that nobody wants to see, that aren’t successful, and everybody will say I’ve lost my touch. I mean, I love doing Star Wars, and it’s a fun adventure for me, but I’m ready to explore some of the things I was interested in exploring when I was in my late 20s.”

Box-office statistics would seem to belie Lucas’s claim of being, at heart, part of the avant-garde. There are no Stan Brakhage films in the list of the top 100 U.S. box-office champs, but there are eight produced by Lucas: the first five Star Wars movies have raked in $1.8 billion in ticket sales; the three Indiana Jones pictures, which Lucas conceived in his spare time and oversaw as executive producer, have grossed $622 million.

Along with adoration from fans and an Irving G. Thalberg lifetime-achievement Oscar in 1992, Lucas’s grand success has been accompanied by sneering from critics and condescension from some fellow directors of his generation. In Peter Biskind’s book Easy Riders, Raging Bulls: How the Sex—Drugs—and—Rock ’n’ Roll Generation Saved Hollywood, the director William Friedkin says, “What happened with Star Wars was like when McDonald’s got a foothold, the taste for good food just disappeared. Now we’re in a period of devolution.” (This from the maker of that subtle character study The Exorcist.) In The New Yorker, Pauline Kael argued that Lucas “infantilized” the public taste, a point hammered away at more recently by film critics David Thomson, A. O. Scott, and Anthony Lane. In this view, discerning film fans amazingly lose the ability to find something to love in their Saturday-night Netflix rental of, say, Ingmar Bergman’s Wild Strawberries after having enjoyed The Empire Strikes Back the night before.

Lucas himself seems split on the subject of whether or not his Star Wars movies are great. He has called them “popcorn pictures” and told Biskind that he merely “understood what people liked to go see.” Further, in talking up his planned return to experimental film, he strikes the tone of a man ready to do penance for years spent in the wild. But in a more defiant mood later on during our interview, he sounds convinced that what he has put up on screen isn’t merely kid stuff, and suggests that it should be classified as enduring popular art. In the same breath that has him mentioning Michelangelo and Leonardo da Vinci as pop artists of their day, he says, “The interesting thing about Star Wars—and I didn’t ever really push this very far, because it’s not really that important—but there’s a lot going on there that most people haven’t come to grips with yet. But when they do, they will find it’s a much more intricately made clock than most people would imagine.” It certainly isn’t far-fetched to think that people will still be grappling with even the least-well-received film in the series, which is probably The Phantom Menace, long after something more obviously tasteful and character-driven, such as Anthony Minghella’s The English Patient, is forgotten.

Unlike his fellow directors who came to prominence in the 1970s—Coppola, Friedkin, Robert Altman, Steven Spielberg, Martin Scorsese—Lucas has never stooped to making a movie for hire. He has conceived all his films (even the notorious 1986 flop Howard the Duck) and made them out of the reach of the studios, doing much of the work on his secluded, 4,000-acre Skywalker Ranch, in Marin County. He is his own chief executive, an independent filmmaker on an absurdly grand scale, a mega-budget Jim Jarmusch. He owns the Star Wars franchise outright and needs Twentieth Century Fox only to distribute it; if it were possible for him to beam his movies into theaters via satellite—and that day may not be far off—he would do so in a minute, cutting out Hollywood altogether. This entrepreneurial streak has driven him since the mid-1970s, when he felt insulted after the studios recut his first two features and harassed him during the making of the first Star Wars movie. He has funded all five sequels himself, after having cagily negotiated to keep the merchandising rights, which were seen as pretty much worthless when he made his deal for the first film about a year before people started lining up to see Luke Skywalker destroy the Death Star. At the time he had in mind as many as 12 Star Wars movies, and he wanted to make sure he had the money to complete at least 2 more. As Walt Disney said, “I don’t make pictures just to make money. I make money to make more pictures.”

Lucas’s fans know that he built Star Wars not only on a foundation of the 1930s and 40s Flash Gordon serials he had loved as a kid, which he saw on the early TV program Adventure Theater, but also on the work of scholar Joseph Campbell (1904–1987), who, in his 1949 book, The Hero with a Thousand Faces, boiled down heroic folk stories from all over the world to their common elements. An interesting character tidbit Lucas sneaked into The Phantom Menace is the possibility that Anakin’s absent father is divine, an idea he got not from the New Testament but from the many further examples cited by Campbell in a chapter called “Folk Stories of Virgin Motherhood.” In The Phantom Menace, Anakin’s puzzled mother tells the Jedi master Qui-Gon Jinn (played by Liam Neeson as a knight who’s mild on the outside but fierce on the inside) that she mysteriously found herself pregnant one day; Qui-Gon’s investigation suggests that the Force itself is Anakin’s father. It did the deed not in the form of invisible airborne sperm, exactly, but as something Lucas calls “mitichlorians.” In other words, Darth Vader is a demigod.

When we spoke, Lucas expanded on the notion of Anakin’s divine origin. (Warning: The following may or may not be helpful to the uninitiated.) “It was a virgin birth in an ecosystem of symbiotic relationships. It means that between the Force, which is sort of a life force, and reality, the connectors between these two things are what we call mitichlorians. They’re kind of based on mitochondria, which are a completely different species, a different animal, that live inside every single cell and allow it to live, allow it to reproduce, allow life to exist. They also, in their own way, communicate with the Force itself. The more you have, the more your cells are able to speak intuitively to the Force itself and use the powers of the Force. Ultimately, I would say the Force itself created Anakin. I don’t want to get into specific terms of labeling things to make it one religion or another, but, basically, that’s one of the foundations of the hero’s journey.”

Lucas’s detractors have charged him with being interested more in selling tickets and figurines than in making films that move people in any profound way. But his mitichlorian soliloquy strongly suggests that he’s someone with at least a touch of the artist’s insanity. While the artistic worth of his movies continues to be a matter for debate, it seems certain that Lucas means every shot he has ever filmed, that he’s passionate about his work and not interested in sensation for sensation’s sake or in power for power’s sake (which would make him a Sith).

Lucas has scattered a lot of his own autobiography throughout the series. Anakin Skywalker, a slave boy on Tatooine played by child actor Jake Lloyd in The Phantom Menace, builds his own Podracer in his spare time—just as the mechanically inclined Lucas himself, in his teenage years, souped up his own two-cylinder Fiat Bianchina. In Attack of the Clones, Anakin’s sweet and accommodating mother is taken hostage and abused by the vicious, nomadic, desert-dwelling Tusken Raiders. Anakin reaches her when she’s on the verge of death—perhaps an echo of Lucas’s childhood, during which his mother, Dorothy, was often bedridden with a mysterious illness (probably pancreatitis, reports Lucas biographer Dale Pollock). In the original trilogy, Luke Skywalker is ordered by his foster father, Uncle Owen Lars, to stay home and work in the family business (moisture farming), just as Lucas’s own father, George Lucas Sr., a strict small-town businessman who called Hollywood “Sin City,” scoffed at his son’s desire to attend film school and wanted young George to join him so that together they could rule Modesto’s office-supplies business. Both Luke and Anakin suffer horrible injuries, as Lucas himself did in 1962, when he was nearly killed in a car crash that flipped his Fiat “four or five times” and ended his dream of becoming a professional racecar driver, writes Pollock in Skywalking: The Life and Films of George Lucas. “I put parts of myself in all of it, same as I did in American Graffiti, whether it’s Anakin Skywalker or Luke Skywalker,” Lucas says. “I kind of want to be Han Solo, but that’s not as much me as the Skywalkers are.”

Throughout Attack of the Clones, Anakin is an impatient, arrogant teen, with great powers beneath a James Dean pout. Audiences who had expected a more heroic protagonist—someone like the easy-to-root-for farm boy Luke Skywalker—may have been confused by this sullen kid, who is alternately boastful and whining. Lucas believes Christensen took an unfair hit from critics and fans merely for carrying out what was in the script. “Poor Hayden,” he says. “His performance is great. They just don’t like the character.”

It will only get worse—although in the next movie, at least, Anakin will attain true villain status, which will give Christensen the chance to turn in a more easily accepted, love-to-hate-him performance. Lucas cryptically suggests that Anakin’s grief over his mother (or perhaps over someone else close to him who ends up dead) is what will drive him into the embrace of the Jedi’s enemies, the Siths. Lucas hints strongly that the fiery, lava-spewing place guarded by spiderlike androids in the Revenge of the Sith trailer released last fall is hell itself. This is strong stuff, suggesting that this installment is inspired much less by Flash Gordon and more by those ancient stories retold and analyzed by Joseph Campbell, which are lousy with heroes venturing into the underworld.

“When you get down to where we are right now in the story,” Lucas says, “you basically get somebody who’s going to make a pact with the Devil, and it’s going to be a pact with the Devil that says, ‘I want the power to save somebody from death. I want to be able to stop them from going to the river Styx, and I need to go to a god for that, but the gods won’t do it, so I’m going to go down to Hades and get the Dark Lord to allow me to have this power that will allow me to save the very person I want to hang on to.’ You know, it’s Faust. So Anakin wants that power, and that is basically a bad thing. If you’re going to sell your soul to save somebody you love, that’s not a good thing. That’s, as we say in the film, unnatural. You have to accept the natural course of life. Of all things. Death is obviously the biggest of them all. Not only death for yourself but death for the things you care about.”

Another scene sure to be a highlight is what promises to be the ultimate lightsaber duel, between the master Obi-Wan Kenobi (played with a Zen-action-hero cool by Ewan McGregor in all three prequel films) and Anakin, his apprentice. Even casual Star Wars fans know that the Darth Vader costume is not just a black shell meant to look scary—it’s a life-support system made necessary by the near-fatal injuries Anakin has suffered. Although the duel doesn’t end in a knockout victory for Obi-Wan (who is slain by Vader in A New Hope), it has positive repercussions in the galaxy first dreamed up by Lucas three decades ago.

“Anakin, as Skywalker, as a human being, was going to be extremely powerful,” he says. “But he ended up losing his arms and a leg and became partly a robot. So a lot of his ability to use the Force, a lot of his powers, are curbed at this point, because, as a living form, there’s not that much of him left. So his ability to be twice as good as the Emperor disappeared, and now he’s maybe 20 percent less than the Emperor. So that isn’t what the Emperor had in mind. He wanted this really super guy, but that got derailed by Obi-Wan. So he finds that, with Luke, he can get a more primo version if he can turn Luke to the Dark Side. You’ll see, as this goes on, Luke is faced with the same issues and practically the same scenes that Anakin is faced with. Anakin says yes and Luke says no.”

Darth Vader is popularly seen as the ultimate movie villain, a dude so bad he can choke those who annoy him with a little Dark Side application of the Force. But throughout the original trilogy he remains the Emperor’s assistant. He’s just an evil number two, which will become clearer to millions of moviegoers this summer.

“You learn that Darth Vader isn’t this monster,” Lucas says. “He’s a pathetic individual who made a pact with the Devil and lost. And he’s trapped. He’s a sad, pathetic character, not an evil big monster. I mean, he’s a monster in that he’s turned to the Dark Side and he’s serving a bad master and he’s into power and he’s lost a lot of his humanity. In that way, he’s a monster, but beneath that, as Luke says in Return of the Jedi, early on, ‘I know there’s still good in you. There’s good in you, I can sense it.’ Only through the love of his children and the compassion of his children, who believe in him, even though he’s a monster, does he redeem himself.”

Joseph Campbell perceived the weakness of Darth Vader after he saw Return of the Jedi in a special screening Lucas hosted for him at Skywalker Ranch. As Campbell told Bill Moyers in the 1988 interview book The Power of Myth, “When the mask of Darth Vader is removed, you see an unformed man, one who has not developed as a human individual. What you see is a strange and pitiful sort of undifferentiated face. . . . He’s a robot. He’s a bureaucrat.”

Anakin’s fall makes for a trilogy darker and less giddy than the first one, which chronicled Luke’s rise. The second trilogy is also different in texture from the first, its frames densely populated with speech-making senators, rubbery Trade Federation bosses with odd, Charlie Chan accents, and thousands more special-effect shots than were possible in pre-digital days. It was made after Lucas himself had lived through Hollywood power plays, broken friendships, a divorce from Marcia Lucas (an Oscar-winning film editor who was his wife from 1969 to 1983), and years of raising his three adopted children, during which everyone thought he had totally lost it as a filmmaker. These were his lost years, his Howard the Duck years, during which he oversaw other duds such as Willow (1988) and Radioland Murders (1994) and mostly just hired out his special-effects wizards. At the end of it, in November 1994, when the capabilities of Industrial Light & Magic seemed advanced enough for what he had in mind, he sat down with a No. 2 pencil, some blue- and green-lined loose-leaf paper, and started writing the prequel trilogy in earnest.

Taken as a whole, the six Star Wars movies form the biography of Darth Vader—something Lucas claims he wasn’t consciously aware of “until 1998.” It’s strange to think that this filmmaker with a popcorn reputation has spent 33 years telling the story of a failed, pathetic monster who isn’t redeemed until his last few breaths. Revenge of the Sith, dark as it may be, is likely to end on a note of hope, however: little Luke and Leia being spirited away from their dark father to the safety of their separate adoptive parents. Their work against the Empire will eventually bring Darth Vader back to humanity, back to his Anakin state, something Lucas underscored by digitally dropping in Christensen’s mug on the Anakin spirit that nods approvingly to Luke in the finale of his most recently revised version of Return of the Jedi, released last year on DVD.

“The original idea was really generational,” Lucas says. “A lot of this comes out of what I did in American Graffiti. American Graffiti was about the transition in society. It was going through a huge change. With the Vietnam War we were going from a very idealistic, patriotic-thinking country to a ‘Hey, wait a minute, who’s in charge here? This isn’t what everybody says it is. We’re going to stand up against the system.’ You had old-fashioned rock ’n’ roll being taken over by the Beatles and the Rolling Stones—a different kind of rock ’n’ roll—so I was taking all those things in the transition and saying, ‘I’m going to study this particular event.’ And then, in Star Wars, I was taking that same thing and saying, generationally speaking, it’s really up to the sons and daughters, the new generation, to make up for the mistakes of the last generation. Of course, you’ve got to remember this was written in the 60s.” Big laugh. “But it’s still relevant. It’s a mythological motif.”

The original trilogy (the Luke and Leia movies) seems like a comedic folk story, while the second (the Anakin movies) has a feeling closer to that of a 19th-century novel, with its overlapping, ambitious characters jostling for space in a narrative rife with duels, political intrigue, and young people falling in forbidden love.

“I couldn’t have that same tonality in the father’s trilogy that I did in the children’s trilogy,” Lucas says. “The thing about children is, they’re exuberant, they’re naïve. You know, they’re funny. But fathers, especially fathers going down the wrong path—it’s a much more somber reality.”

That leaves one final question: What is the meaning of all the hands, arms, legs, and heads being chopped off in the films that have emerged from Lucas’s brain?